To receive and adopt the reports of the directors and the financial statements for the period ended 31 December 2022, together with the Independent Auditor’s Report.

To approve the Annual Report on Directors’ Remuneration for the period ended 31 December 2022, as set out on pages 49 to 59 of the Annual Report and Accounts.

To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

To authorise the Audit and Risk Committee to fix the remuneration of the auditor.

To re-elect Peter Allen as a Director.

To re-elect Alan Hirzel as a Director.

To re-elect Michael Baldock as a Director.

To re-elect Mara Aspinall as a Director.

To re-elect Giles Kerr as a Director.

To re-elect Mark Capone as a Director.

To re-elect Sally W Crawford as a Director.

To re-elect Bessie Lee as a Director.

To elect Luba Greenwood as a Director.

Authority to allot shares (ordinary resolution)

up to a maximum nominal value of £152,873.13; and

comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £305,746.27 (such amount to be reduced by any allotments or grants made under (i) above) in connection with or pursuant to an offer by way of a rights issue;

ordinary shareholders on the register of members at such record date as the Directors may determine in proportion (as nearly as practicable) to their existing holdings; and

holders of other classes of equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities.

Disapplication of pre-emption rights (special resolution)

the allotment of equity securities or sale of treasury shares in connection with or pursuant to an offer or issue by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical matters in, or under the laws of, any territory or other matter; and

the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities or sale of treasury shares up to an aggregate nominal value of £45,861.94,

the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (i) and (ii) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under sub-paragraph (ii) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determines to be the kind contemplated by paragraph 3 of Section 2B of the Statement of Principles Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice,

Additional disapplication of pre-emption rights (special resolution)

the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £45,861.94 and provided that the allotment of equity securities or sale of treasury shares is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the Directors determine to be either an acquisition or capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice; and

the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (i) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under sub-paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determines to be the kind contemplated by paragraph 3 of Section 2B of the Statement of Principles Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice,

Amendments to articles of association (special resolution)

Approval of Share Repurchase Contracts and Counterparties (ordinary resolution)

the form of share repurchase contracts (the “Share Repurchase Contracts”), copies of which are appended to this resolution, for the purchase by the Company of such number of its Ordinary Shares of £0.002 nominal value each (including Ordinary Shares represented by American Depositary Shares (“ADS”)), at such prices as may be agreed pursuant to the terms of a Share Repurchase Contract be, and they hereby are, approved, and the Company be, and hereby is, authorised to enter into any Share Repurchase Contract negotiated and agreed with a Bank (as defined in subsection (ii) below); and

the counterparties with whom the Company may enter into a Share Repurchase Contract, being the counterparties (or their subsidiaries or affiliates from time to time) included in this Notice (the “Banks”) be, and each hereby is, approved,

Discovery Drive

Cambridge Biomedical Campus

Cambridge CB2 0AX

equity securities for cash and sell treasury shares up to a nominal amount of £305,746.27, representing approximately two-thirds of the company’s issued share capital as at the date of this Notice on an offer to existing shareholders on a pre-emptive basis (that is including a rights issue or an open offer), with one-third being available only in connection with a rights issue (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit);

equity securities for cash and sell treasury shares up to a maximum nominal value of £45,861.94, representing approximately 10% of the issued ordinary share capital of the Company as at the date of this Notice, otherwise than in connection with a pre-emptive offer to existing shareholders; and

Equity securities for cash and sell treasury shares up to an aggregate nominal amount of up to 20% of the nominal value of any shares allotted under the bullet above for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by the Pre-Emption Principles.

additional equity securities for cash and sell treasury shares up to a maximum nominal value of £45,861.94, representing approximately a further 10% of the issued ordinary share capital of the Company as at the date of this Notice, otherwise than in connection with a pre-emptive offer to existing shareholders for the purposes of financing the purposes of financing (or refinancing, if the authority is used within 12 months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Principles described above; and

Equity securities for cash and sell treasury shares up to an aggregate nominal amount of up to 20% of the nominal value of any shares allotted under the bullet above for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by the Pre-Emption Principles.

The form of agreement attached as Appendix B to this Notice provides that the counterparty will purchase Ordinary Shares (including Ordinary Shares represented by ADSs) on Nasdaq at such prices and in such quantities as the Company may instruct from time to time, subject to the limitations set forth in Rule 10b-18 of the Exchange Act. The agreement provides that the counterparty will purchase the Ordinary Shares as principal and sell any Ordinary Shares purchased to the Company.

The form of agreement attached as Appendix C to this Notice is a form of repurchase plan that the Company may enter into from time to time pursuant to Rule 10b-5 of the Exchange Act to purchase a specified dollar amount of Ordinary Shares on the Nasdaq each day if the Ordinary Shares are trading below a specified price. The amount to be purchased each day, the limit price, and the total amount that may be purchased under the agreement will be determined at the time the plan is executed. The agreement provides that the counterparty will purchase the Ordinary Shares as principal and sell any Ordinary Shares purchased to the Company.

Bank of America Corporation

Barclays Capital Inc.

Citigroup Global Markets Inc.

Cowen Inc.

Credit Suisse Securities (USA) LLC

Evercore ISI

Fifth Third Bank

Goldman Sachs & Co. LLC

Guggenheim Securities, LLC

H.C. Wainwright & Co., LLC

HSBC UK Bank Plc

Jefferies LLC

J.P. Morgan Securities, LLC

Morgan Stanley & Co. LLC

National Westminster Bank PLC

Oppenheimer & Co. Inc.

Piper Sandler & Co.

Santander UK PLC

SVB Leerink LLC

Wells Fargo Securities, LLC

William Blair & Company, L.L.C

A member entitled to attend and vote at the AGM may appoint one or more proxies (who need not be members of the Company), provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him or her, to attend, to speak and, on a poll, to vote on his or her behalf. A Form of Proxy is enclosed for use by shareholders. In order to be valid, a proxy appointment must be returned (together with any authority under which it is executed, or a copy of the authority certified in ink by a bank, a stockbroker or a solicitor) by one of the following methods:

In hard copy form by post, by courier or by hand to the Company’s registrar, Equiniti, at the address shown on the Form of Proxy.

Online at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required to use this electronic proxy appointment system.

If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below:

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend and vote at the AGM (and also for the purposes of calculating how many votes a person may cast), a person must have his/her name entered on the register of members of the Company by 6.30pm on Monday 15 May 2023 (or, if the AGM is adjourned, by 6.30pm on the date which is two working days before the adjourned AGM). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

As at 23 March 2023 (being the last practicable business day prior to the publication of this Notice) the Company’s issued share capital consists of 229,309,701 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 23 March 2023 are 229,309,701.

You may not use any electronic address (within the meaning of section 333(4) of the Act) provided in this Notice of Meeting (or in any related documents including the Chairman’s letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

The Executive Directors’ service contracts, the Chairman’s and Non-Executive Directors’ service contracts and/or letters of appointment and the forms of Share Purchase Contracts and a list of Counterparties are available for inspection at a pre-agreed time at the registered office of the Company from the date of this Notice until the date of the AGM. Please email company.secretary@abcam.com during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) to book an appointment to view these documents.

Under section 338 of the Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date which is six clear weeks before the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

A corporation which is a shareholder may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

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DISAPPLICATION OF MODEL ARTICLES AND TABLE A

INTERPRETATION

In these Articles, the following words have the following meanings unless inconsistent with the context:

The expression “clear days” in relation to the period of a notice means the number of days referred to excluding:

the day when the notice is given; and

the day of the meeting.

The expression “working day” in relation to a period of a notice means any day other than Saturday, Sunday and Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealing Act 1971 in the part of the UK where the company is registered;

The expressions “debenture” and “debenture-holder” respectively include “debenture stock” and “debenture stockholder”;

The expression “duly certified copy” when used in relation to a power of attorney means a copy of the power which complies with the provisions of section 3 of the Powers of Attorney Act 1971 or any other certification method or procedure the Directors accept;

The expression “dividend” includes bonus;

The expression “executed” includes any mode of execution recognised by law in respect of the document in question;

The expression “paid up” includes credited as paid up;

The expressions “recognised clearing house” and “recognised investment exchange” have the meanings given to them by section 285 of FSMA;

The expression “secretary” includes (subject to the Statutes) any assistant or deputy secretary of the Company appointed pursuant to Article 141 and any person duly appointed by the Directors to perform any of the duties of the secretary of the Company and, where 2 or more persons are duly appointed to act as joint secretaries, or as joint assistant or deputy secretaries, of the Company, includes any one of those persons;

The expression “transfer” includes any procedure authorised by the Statutes or the Uncertificated Securities Regulations and approved or adopted by the Directors for transferring title to securities without a written instrument;

All of the provisions of these Articles which apply to paid up shares shall apply to stock and to securities as defined by the Uncertificated Securities Regulations and the words “share” and “shareholder” shall be construed accordingly;

Words signifying the singular number only shall include the plural number, and vice versa;

Words signifying the masculine gender only shall include all other genders and references to “he”, “him” or “his” shall be construed as including references to any single person or entity as the context shall require;

Words signifying persons shall include corporations;

References to any statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as modified, replaced, re-enacted or consolidated and in force from time to time and any subordinate legislation made under the relevant statute or statutory provision;

References to a share being in uncertificated form are references to that share being an uncertificated unit of a security;

Subject to the above, any words or expressions defined in the Companies Act 2006 or the Uncertificated Securities Regulations shall, provided they are consistent with the subject or context, have the same meaning in these Articles;

The provisions of the Companies Act 2006 relating to sending documents apply where any provision in these Articles uses the words “sent”, “supplied”, “delivered”, “provided”, “given”, “produced”, “circulated” or any derivation of those words;

The marginal notes (if any) and headings are inserted for convenience only and shall not form part of, or affect the construction of, these Articles;

The word “address” where it appears in these Articles includes postal address and electronic address and “registered address” and “address for service” shall be construed accordingly;

Where the word “proxy” appears in these Articles it is deemed to include any proxy or proxies appointed in accordance with Articles 82 and 83; and

any reference to a “meeting” refers to a general meeting convened and held in any manner permitted by these Articles, including a general meeting held as a physical meeting or a combined physical and electronic meeting, and such persons entitled to be present attending and participating in such meeting shall be deemed to be present at such meeting for the purposes of the Companies Act 2006, and these Articles shall be construed accordingly.

LOCATION OF REGISTERED OFFICE

LIMITATION OF LIABILITY

(PROVISION DELETED)

STATUS OF NEW SHARES

CONSOLIDATION, CANCELLATION AND SUB-DIVISION OF CAPITAL

Subject to the provisions of Article 10 and the Companies Act 2006, the Company may by ordinary resolution:

consolidate and divide all or any of its share capital into shares of a larger nominal value than its existing shares; or

cancel any shares which at the date of the passing of the relevant resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the nominal amount of the cancelled shares; or

subdivide its existing shares, or any of them, into shares of a smaller nominal value than is fixed by its constitution or was fixed by the resolution creating the shares.

In any subdivision, consolidation or division, the proportion between the amount paid and the amount, if any, unpaid on each share of a smaller amount shall be the same as it was in the case of the share from which the share of a smaller amount was derived. The resolution to effect any subdivision may determine that as between the holders of the resulting shares (but subject and without prejudice to any rights for the time being attached to the shares of any special class) one or more of such shares may be given a preference, advantage, restriction or disadvantage as regards dividend, capital, voting or otherwise over the others or any other of such shares.

FRACTIONS OF SHARES AND ROUNDING UP TO EXACT MULTIPLES

If as a result of any consolidation and division or sub-division of shares, members of the Company are entitled to any issued shares of the Company in fractions, the Directors may decide how to deal with such fractions. In particular the Directors may sell the shares to which members have fractional entitlements for the best price reasonably obtainable and pay and distribute to and amongst the members having such entitlement in due proportions the net proceeds of sale. For the purpose of giving effect to any such sale the Directors may appoint some person to execute or otherwise effect a transfer of the shares to the purchaser and may enter the purchaser’s name in the Register as the holder. The purchaser will not be obliged to see how the purchase money is applied and his title to the shares will not be affected if the sale was irregular or invalid in any way.

REDUCTION OF CAPITAL AND PURCHASE OF OWN SHARES

by special resolution reduce its share capital, any capital redemption reserve or any share premium account in any manner authorised; and

purchase its own shares (including any redeemable shares) in any manner authorised by the Companies Act 2006 and may hold such shares as treasury shares or cancel them provided that the number of shares held as treasury shares shall not at any time exceed any limit set out in the Companies Act 2006.

CONDITIONS CONCERNING REDUCTION OF CAPITAL AND PURCHASE OF OWN SHARES

Anything done in accordance with Article 7, 8 or 9 shall be done in accordance with the Companies Act 2006 and this Article 10 insofar as they apply, in accordance with the terms of the resolution which authorises the alteration of capital. If the terms of the resolution do not specify how a thing is to be done, it shall be done in the manner the Directors deem most expedient.

The Company shall not enter into any contract for the purchase of shares in its own equity share capital unless the purchase has previously been sanctioned by a special resolution passed at a separate meeting of the holders of any class of securities issued by the Company which are convertible into, exchangeable for or carry a right to subscribe for, equity shares in the capital of the Company which are of the same class as those proposed to be purchased. The provisions of Article 11 shall apply for the purpose of any separate class meeting.

The Company can select which shares it will purchase in its own equity capital and purchase them by whatever method it sees fit.

CONSENT REQUIREMENTS AND CLASS MEETINGS GENERALLY

no member shall be entitled to receive notice of such meeting or to attend it unless he is a holder of shares of the class in question and no vote shall be given except in respect of a share of that class;

the necessary quorum shall be 2 persons at least present in person and holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares);

if any such meeting is adjourned by reason of there being no quorum present and at the adjourned meeting a quorum as defined in Article 11.2 is not present within 15 minutes after the time appointed for the adjourned meeting, one holder of shares (other than treasury shares) of the class in question present in person or by proxy shall be a quorum;

any holder of shares of the class in question who is present in person or by proxy and entitled to vote may demand a poll; and

on a poll every holder of shares of the class in question who is present in person or by proxy shall have one vote for every share of that class which he holds.

SHARES WITH PREFERENTIAL RIGHTS

the creation or allotment of other shares having rights to either dividend or return of capital which rank either pari passu with, or after, a class with any preferential right to dividend or return or capital; or

any lawful purchase by the Company of its own shares of any class.

FURTHER ISSUES OF SHARES

Without prejudice to any special rights conferred on shareholders or holders of a class of shares, the Company by ordinary resolution may determine that any shares are allotted with special rights, privileges or restrictions.

The ordinary resolution referred to in Article 13.1 must be passed before the shares are allotted and the allotment is subject to the provisions of the Companies Act 2006 and these Articles.

Shares can be allotted:

with a preferential, deferred or qualified right to dividends or to the distribution of assets;

with a special or qualified or without any right of voting or with restrictions on the right to vote; or

subject to the provisions of the Companies Act 2006, on terms that they are redeemable or at the option of the Company or the shareholder are to be liable to be redeemed and the Directors may determine the terms, conditions and manner of redemption of any such shares.

COMMISSIONS

SHARE ISSUES

POWER TO ALLOT SHARES

the maximum amount of shares that may be allotted under such authority shall be the amount specified in the ordinary resolution; and

any such authority shall, unless it is (prior to its expiry) revoked, varied or renewed, expire either on the date immediately prior to the fifth anniversary of the date on which the ordinary resolution is passed or on such earlier date specified in the ordinary resolution. The Company shall be entitled, before the authority expires, to make an offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry.

EXCLUSION OF PRE-EMPTION RIGHTS

Subject to the provisions of this Article 17 and where the Directors have general authority under Article 16, the Company may pass a special resolution authorising the Directors to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash. Upon the passing of the special resolution the Directors shall be authorised to allot such equity securities for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that the power shall be limited to:

allotments made for the purpose of, or in connection with an offer (by any person) of equity securities to the holders of the issued ordinary shares in the capital of the Company (excluding any shares of that class held as treasury shares), where the securities respectively attributable to the interests of such holders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by such holders. Such allotments may be made subject to such exclusions or other arrangements as the Directors consider appropriate, necessary or expedient to deal with any fractional entitlements or with any legal or practical difficulties arising under the laws of any territory or the requirements of any regulatory body or recognised investment exchange or otherwise; and

the allotment (otherwise than pursuant to Article 17.1.1) of equity securities having an aggregate nominal value not exceeding the sum specified in the special resolution. If no sum is specified, the special resolution shall be ineffective for the purposes of this Article 17.1.2.

The power to allot equity securities in accordance with this Article 17 shall expire on the date specified in the special resolution save that the Company will be entitled, before the date of expiry, to make an offer or agreement that would or might require equity securities to be allotted after such expiry.

RENUNCIATION OF ALLOTMENTS

NON-RECOGNITION OF TRUSTS

ISSUE AND EXECUTION OF SHARE CERTIFICATES

Every share certificate shall be issued under the Seal or an official seal kept by the Company under section 50 of the Companies Act 2006 or otherwise executed by the Company in accordance with the Statutes or in such other manner as the Directors may authorise. Any such certificate which is executed otherwise than under seal may, if the Directors so determine, bear signatures affixed by some mechanical or other method or system of applying facsimile signatures. No certificate shall be issued representing shares of more than one class.

Every share certificate must specify the number and class and the distinguishing numbers (if any) of the shares to which it relates and the amount paid up on those shares.

Where the Company sends share certificates to shareholders or their agents by post, such share certificates shall be sent at the shareholders’ risk.

In the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate to any one of the joint holders shall be sufficient delivery to all.

Subject to the provisions of this Article 20, the Companies Act 2006 and the Uncertificated Securities Regulations, any person who is registered as the holder of the shares of any one class is entitled without payment to a share certificate for them within the period specified in the Companies Act 2006. This entitlement arises when shares of any one class are allotted or transferred in certificated form. It does not apply to those persons who the Uncertificated Securities Regulations or the Companies Act 2006 say are not entitled to a share certificate.

The Company does not have to issue a share certificate to a recognised clearing house (within the meaning of the Financial Services and Markets Act 2000) or to its nominee or to the nominee of a recognised investment exchange, (within the meaning of the Financial Services and Markets Act 2000).

The Directors are authorised:

to issue any securities of the Company which may be held, evidence and transferred through a relevant system in uncertificated form; and

to convert any securities of the Company into securities held in uncertificated form, and vice versa, in accordance with the Statues and the Uncertificated Securities Regulations;

If any shares are converted from uncertificated into certificated form in accordance with the Uncertificated Securities Regulations, any person whose name is entered in the Register shall be entitled without payment to a certificate for them within the period specified by the Uncertificated Securities Regulations.

Where part only of the shares comprised in a certificated holding are transferred, the certificate for the shares shall be cancelled and a new certificate for the balance of the shares issued in its place without payment.

Any 2 or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for the shares issued in its place without charge.

A member may surrender a share certificate representing shares he holds and request the Company to cancel it and to issue in its place 2 or more share certificates for such shares in such proportions as he may specify. The Directors may, if they think fit and upon payment of such reasonable out-of-pocket expenses as they shall determine, comply with such request.

If a share certificate is worn out, damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate shall be issued to the holder upon request. If the share certificate is worn out, damaged, or defaced the Company can require delivery up of the old certificate. If the share certificate is alleged to have been lost, stolen or destroyed, the Company can require compliance with such conditions as to evidence and indemnity as the Directors may think fit and, if the Directors think fit, reimbursement of any exceptional out of pocket expenses incurred by the Company in connection with the request. In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

UNCERTIFICATED SHARES

Subject to the Uncertificated Securities Regulations and the requirements of the relevant system, the Directors have the power to make arrangements, as they think fit, for any class of shares to be a participating security.

If the Directors decide to implement the arrangements referred to in Article 21.1 and if the operator of the relevant system permits the class of shares to be a participating security, the following provisions will apply. These Articles will apply to any class of shares which is at any time a participating security to the extent that they are consistent with:

the holding of shares of that class in uncertificated form;

the transfer of title to shares of that class by means of a relevant system; and

the Uncertificated Securities Regulations.

Subject to the Uncertificated Securities Regulations, if any class of shares is at any time a participating security:

the Register relating to that class shall be maintained at all times in the United Kingdom;

such shares may be issued in uncertificated form;

unless the Directors decide otherwise such shares held by the same or joint holders in certificated and uncertificated form will be treated as separate holdings; and

such shares may be changed from uncertificated to certificated form and from certificated to uncertificated form.

POWER TO MAKE CALLS

The Directors may, subject to the provisions of these Articles and to any relevant terms of allotment, from time to time make calls upon the members in respect of all moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) as they think fit.

7 days’ notice at least must be given of each call, and each member to whom the call has been made will be liable to pay the amount of each call to the person and at the time and place specified by the Directors in the notice. A call may be made payable by instalments. A call shall be deemed to have been made as soon as the resolution of the Directors authorising the call has been passed.

A call may, at any time before the Company receives the money due in respect of the call, be partly or wholly revoked or postponed by the Directors. A person on whom a call is made will remain liable for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

LIABILITY OF JOINT HOLDERS

POWER OF CHARGEE TO MAKE CALLS

INTEREST ON UNPAID CALLS

WHEN CALL DULY MADE AND PAYABLE

DIFFERENTIATION OF CALLS

PAYMENTS IN ADVANCE OF CALLS

The Directors may accept from any member all or any part of the money payable on his shares in advance of any calls made under Article 22. The Directors can agree to pay interest on the money paid in advance, at a rate agreed between the Directors and the member which must not exceed, without the consent of the Company by ordinary resolution, the appropriate rate (as defined in section 592 of the Companies Act 2006) from the date of the advance until the date the call would become payable.

In determining a member’s dividend entitlement, payments made in advance of calls shall be disregarded until, and to the extent that, a call is actually made.

COMPANY’S LIEN ON PARTLY PAID SHARES

POWER OF DIRECTORS TO SELL SHARES SUBJECT TO A LIEN

if some sum in respect of which the lien exists is presently payable; and

the sum has not been paid within 14 days after a notice in writing stating the amount due, demanding payment, and giving notice of intention to sell in default, has been served on the holder of the shares or the persons (if any) entitled by transmission to the shares.

APPLICATION OF SALE PROCEEDS

REGISTRATION OF PURCHASER AS THE HOLDER OF THE SHARES

the Directors sell any shares in accordance with Article 30, they may authorise some person to execute an instrument of transfer or otherwise effect a transfer of the shares to the purchaser in the name and on behalf of the holder of the shares or the persons (if any) entitled by transmission to the shares. The Directors may enter the purchaser’s name in the Register as holder, and the purchaser will not be obliged to see how the purchase money is applied and his title to the shares will not be affected if the sale was irregular or invalid in any way. After the purchaser’s name has been entered in the Register the validity of the sale cannot be questioned by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

NOTICE REQUIRING PAYMENT OF UNPAID CALLS

any member fails to pay the whole or any part of any call or instalment on or before the day specified for payment, the Directors may, at any time while the whole or any part of the call or instalment remains unpaid, serve a notice on the member demanding that he pays the same together with any accrued interest and any costs, charges and expenses incurred by the Company by reason of such non-payment.

CONTENTS OF NOTICE REQUIRING PAYMENT

name a date (being not less than 14 days after the date of service of the notice) on or before which the sum demanded is to be paid;

name the place where payment is to be made; and

state that in the event of non-payment on or before the date and at the place specified, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

FORFEITURE ON NON-COMPLIANCE WITH NOTICE

FORFEITURE TO INCLUDE DIVIDENDS

NOTICE OF FORFEITURE

POWER TO DEAL WITH FORFEITED SHARES

CANCELLATION OF FORFEITURE

LIABILITY TO PAY ALL CALLS MADE PRIOR TO FORFEITURE

EFFECT OF FORFEITURE ON CLAIMS AGAINST THE COMPANY IN RESPECT OF THOSE SHARES

STATUTORY DECLARATION CONCLUSIVE OF FORFEITURE

SURRENDER IN LIEU OF FORFEITURE

FORM OF TRANSFER

a share held in certificated form may be transferred by an instrument of transfer in writing in any usual or common form or in any other form acceptable to the Directors (“share transfer”). The instrument of transfer must be executed by or on behalf of the transferor and (except in the case of a fully paid share) by or on behalf of the transferee and must be left at the Transfer Office, or at such other place in England and Wales as the Directors may from time to time decide, accompanied by the certificate of the share to be transferred and such further evidence (if any) the Directors may require to prove the title of the transferor. The transferor shall be treated as the holder of the share transferred until the name of the transferee is entered in the Register; and

a share held in uncertificated form may only be transferred through a relevant system in accordance with the Uncertificated Securities Regulations and the facilities and requirements of the relevant system.

SUSPENSION OF REGISTRATION OF TRANSFERS

DIRECTORS’ POWER TO DECLINE TO REGISTER TRANSFERS

The Directors may in their absolute discretion refuse to register or authorise the registration of the transfer of a share held in certificated form in any of the following circumstances:

if the Company has a lien on a partly paid share unless to do so would prevent dealings in partly paid shares from taking place on an open and proper basis;

if a notice has been duly served in respect of a share pursuant to section 793 of the Companies Act 2006 or any other provision of the Statutes concerning the disclosure of interests in voting shares and:

the share or shares which were the subject of that notice represented in aggregate at least 0.25 per cent. of that class of shares (calculated exclusive of any treasury shares of that class); and

the person or persons on whom the notice was served failed to comply with the requirements of the notice within the period for compliance specified in the notice (being not less than 14 days from the date of service of the notice) and remains in default in complying with the notice, unless the transfer in question is to a bona fide unconnected third party such as a sale through a recognised investment exchange or an overseas exchange or as a result of an acceptance of a takeover offer; or

if the transfer is of a share or shares (whether fully paid or not) in favour of more than 4 persons jointly.

If, and for the time that, a person fails to comply with the notice referred to in Article 46.1.2, the consequences of default under that Article will also apply (with effect from allotment) to any additional share allotted to that person after service of the notice in right of the shares which were the subject of the notice (including, without limitation, any share allotted pursuant to a rights issue or a bonus issue) as if such additional share had also been the subject of the notice.

A person shall be deemed to be in default in complying with a notice referred to in Article 46.1.2 if he fails or refuses to give all the information required by the notice to the satisfaction of the Directors or if he gives information which he knows to be false or if he recklessly gives information which is false.

For the purposes of this Article 46, shares in which a person appears to be interested are held by a Depositary, the provisions of this Article 46 shall be treated as applying only to those shares held by the Depositary in which such person appears to be interested and not (insofar as such person’s apparent interest is concerned) to any other shares held by the Depositary.

FURTHER DISCRETION NOT TO RECOGNISE A SHARE TRANSFER DOCUMENT

In addition and without prejudice to their rights under Article 46 the Directors may decline to recognise any share transfer document unless:

it is in respect of only one class of share and is duly stamped (if required) and deposited at the Transfer Office (or at such other place in England and Wales as the Directors may from time to time decide);

it is accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the share transfer document is executed by another person on behalf of the transferor, the authority of that person so to do.

Subject to the provisions of this Article 47 and to the provisions of Article 46 the Directors shall register any share transfer document submitted to them unless forbidden to do so by law. In the case of a transfer by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, share certificates do not need to be lodged, unless certificates must by law have been issued in respect of the shares in question.

DIRECTORS’ DISCRETION TO REGISTER UNCERTIFICATED SHARES

RETENTION OF SHARE TRANSFER DOCUMENTS BY THE COMPANY

NO FEE PAYABLE FOR REGISTRATION

TRANSMISSION ON DEATH

NOTICE OF ELECTION FOR REGISTRATION OF TRANSFER

A person who becomes automatically entitled to a share as a result of the death or bankruptcy of a member may:

elect by notice in writing to be registered as the holder of the share; or

transfer the share to some other person;

The provisions of these Articles relating to the right to transfer a share and the registration of transfers of shares apply to the election or transfer provided for in this Article 52 as they would have applied to the person originally entitled to the share before his death or bankruptcy.

RIGHTS OF PERSON ENTITLED TO A SHARE

A person who becomes automatically entitled to a share as a result of the death or bankruptcy of a member:

(subject to the provisions of this Article 53) is entitled to receive and may give an effective receipt for any dividends or other moneys payable on the share provided that he supplies to the Company such evidence of his title to the share as the Directors may reasonably require;

is not entitled to receive notice of or attend or vote at general meetings of the Company or to exercise or enjoy any right or privilege conferred by membership of the Company (except the rights given by Article 53.1.1) until he is registered as a holder of the share.

The Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within 60 days of service, the Directors may withhold payment of all dividends and other moneys payable on or in respect of the share until the requirements of the notice have been complied with.

ANNUAL GENERAL MEETINGS

GENERAL MEETINGS

POWER TO CALL GENERAL MEETINGS

The Directors may call a general meeting whenever they think fit and shall do so if the Companies Act 2006 so requires. If there are not enough directors within the United Kingdom to form a quorum for a meeting of the Directors, any director or any 2 members of the Company may convene a general meeting in the same manner as nearly as possible as the Directors could have done.

The Directors may determine in relation to each general meeting (including an annual general meeting) the means of attendance and participation in the meeting, including if the persons entitled to attend and participate in the meeting shall be enabled to do so:

by means of a physical meeting;

by means of a combined physical and electronic meeting pursuant to Article 63 (provided that there shall be no obligation to offer or provide a combined physical and electronic meeting); or

by simultaneous attendance and participation at a satellite meeting place or places pursuant to Article 62.

PERIODS OF NOTICE FOR GENERAL MEETINGS AND PERSONS ENTITLED TO NOTICE

An annual general meeting or (save as provided by the Companies Act 2006) any general meeting at which it is proposed to pass a resolution of which special notice has been given to the Company, shall be called by at least 21 clear days’ notice in writing. Any other general meeting shall be called by at least 21 clear days’ notice in writing. Notice of every general meeting shall be given in the manner referred to in this Article 57 to all members or where relevant to those people nominated by such a member under Article 96 to enjoy or exercise nomination rights, entitled under these Articles or the terms of issue of the shares they hold to receive notice and whose names are entered on the Company’s Register at the close of business on a day to be decided by the Directors (but in any case not more than 21 days before the date the notice is given), to the Auditors and to every director.

Where required by these Articles, the accidental omission to give notice or to send a form of proxy with a notice to, or the non-receipt of such notice or form of proxy by, any person entitled to it shall not invalidate any resolutions passed or proceedings at any general meeting.

For the purposes of this Article 57 a notice of meeting must be given in accordance with the Companies Act 2006, that is in hard copy form, electronic form or by means of a website.

Electronic Communication

If notice of meeting is sent in electronic form the Company must have complied with all applicable regulatory requirements and the person entitled to receive such notice must have agreed that the notice can be sent to him in that way and not revoked that agreement or, in the case of a company, be deemed to have agreed to receive notice in that way by a provision in the Companies Act 2006; and

the notice must be sent to the address specified by the person entitled to receive such notice or, in the case of notice sent to a company, an address which is deemed to have been specified by any provision of the Companies Act 2006.

Notice of meeting on a website

comply with the provisions of sections 311A and 340A of the Companies Act 2006;

comply with the provisions of Article 177;

notify persons entitled to receive such notice that the notice of meeting has been published on the website, such notification to state that it concerns a notice of meeting, to specify the place, date and time of the meeting and whether the meeting will be an Annual General Meeting; and

ensure that the notice and the matters required to be made available by section 311A of the Companies Act 2006 are available on the website throughout the period beginning with the first date on which the notice of meeting is given and for the following 2 years.

A notice which is treated as given to a person by virtue of Article 57.3 is treated as given at the same time as the notification referred to in Article 57.5.2.

CONTENTS OF NOTICE

Every notice calling a general meeting shall:

specify the place (or places), the day and time of the meeting;

state with reasonable prominence that a member entitled to attend and vote or a person nominated pursuant to the Company’s Articles is entitled to appoint a proxy or proxies to attend, speak and vote instead of him and that a proxy need not be a member of the Company;

in the case of an annual general meeting, specify the meeting as such and where notice of such annual general meeting is given more than 6 weeks before the date of the meeting, the notice must include:

a statement of the right under section 338 of the Companies Act 2006 to require the company to give notice of a resolution to be moved at the meeting; and

a statement of the right under section 338A of the Companies Act 2006 to require the Company to include a matter in the business to be dealt with at the meeting;

in the case of any general meeting at which directors are retiring and offering themselves for re-election in accordance with Articles 116 and 117, specify the names of the directors who are offering themselves for re-election;

state the general nature of the business to be dealt with at the meeting, including any ordinary business and if any resolution is to be proposed as a special resolution contain a statement to that effect and the text of the resolution;

include the address of the website on which the information required by section 311A Companies Act 2006 is published;

state the procedures with which members must comply in order to be able to attend and vote at the meeting (including the date by which they must comply);

provide details of any forms to be used for the appointment of a proxy;

in the case of a combined physical and electronic meeting, the information set out in Article 63;

state the procedures for voting by electronic means; and

state that a member has the right to ask questions at the meeting in accordance with section 319A Companies Act 2006.

Every notice calling a meeting of any class of members of the Company shall:

specify the place, the day and time of the meeting;

state with reasonable prominence that a member entitled to attend and vote or a person nominated pursuant to the Company’s Articles is entitled to appoint a proxy or proxies to attend, speak and vote instead of him and that a proxy need not be a member of the Company;

state the general nature of the business to be dealt with at the meeting and if any resolution is to be proposed as a special resolution a statement to that effect and the text of the resolution.

In the case of any general meeting the notice must contain a statement that a member is not entitled to attend and vote unless his name is entered on the Register at a time specified in the notice of meeting but which is not more than 48 hours before the time fixed for the meeting.

In calculating the period mentioned in Article 58.3 no account shall be taken of any part of a day that is not a working day.

[PROVISION DELETED]

QUESTIONS AT GENERAL MEETINGS

At any general meeting the Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting.

The Company does not need to give an answer to any such question if;

to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;

if the answer has already been given on a website in the form of an answer to a question; or

it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

CIRCULATION OF RESOLUTIONS AND OTHER MATTERS ON REQUISITION OF MEMBERS

Subject to the provisions of the Companies Act 2006, the Directors shall on the requisition of members and, where relevant, those entitled under section 153 of the Companies Act 2006, “the requisitionists”:

give to the members entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting and of any matter that may properly be included in the business of that meeting;

circulate to the members entitled to have notice of any general meeting, any statement of not more than one thousand words with respect to a matter referred to in any proposed resolution or other business to be dealt with at that meeting.

Members and requisitionists who requisition the Company to circulate the resolution or statement or any other matter to be included in the business of the meeting must meet the expenses of circulation (“the costs”) unless either:

in the case of an annual general meeting the request to circulate the resolution or statement or any matter to be included in the business of the meeting is received by the Company before the end of the Company’s financial year preceding the meeting; or

the members have resolved that the Company will meet the costs.

SATELLITE MEETINGS

Without prejudice to Article 63, to facilitate the organisation and administration of any general meeting, the Directors may determine that the meeting shall be held at two or more locations.

For the purposes of these Articles any general meeting taking place at two or more locations shall be treated as taking place where the chairperson of the meeting presides (the “principal meeting place”) and any other location where that meeting takes place is referred to in these Articles as a “satellite meeting”).

A member present in person or by proxy at a satellite meeting may be counted in the quorum and may exercise all rights that they would have been able to exercise if they were present at the principal meeting place.

The Directors may make and change from time to time such arrangements as they shall in their absolute discretion consider appropriate to:

ensure that all members and proxies for members wishing to attend the meeting can do so;

ensure that all persons attending the meeting are able to participate in the business of the meeting and to see and hear anyone else addressing the meeting;

ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

restrict the numbers of members and proxies at any one location to such number as can safely and conveniently be accommodated there.

The entitlement of any member or proxy to attend a satellite meeting shall be subject to any such arrangements then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.

If there is a failure of communication equipment or any other failure in the arrangements for participation in the meeting at more than one place, the chairperson may adjourn the meeting in accordance with Article 58. Such an adjournment will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting.

A person (a “satellite chairperson”) appointed by the Directors shall preside at each satellite meeting. Every satellite chairperson shall carry out all requests made of him by the chairperson of the general meeting, may take such action as he thinks necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.

COMBINED PHYSICAL AND ELECTRONIC MEETINGS

Without prejudice to Article 62, the Directors may determine to hold a general meeting as a combined physical and electronic meeting and, in such case, shall specify in the notice of the meeting to be served pursuant to Article 47:

that the meeting is being held as such;

details of the means for members to attend and participate in the meeting, including the physical place or places of the meeting and the electronic platform to be used; and

any access, identification or security arrangements determined pursuant to Article 53.2 and any other arrangement as has at the time been made for the purposes of the meeting.

The Directors and the chairperson of a combined physical and electronic meeting may make any arrangement and impose any requirement or restriction as is:

necessary to ensure the identification of those taking part and the security of the electronic platform; and

proportionate to achieving these objectives.

The members present in person or by proxy at the combined physical and electronic meeting by means of an electronic platform (as so determined by the Directors) shall be counted in the quorum for, and be entitled to participate in, the general meeting in question.

All resolutions put to members at a combined physical and electronic meeting shall be voted on by a poll in accordance with Article 72.5 and such poll votes may be cast by such means as the Directors in their absolute discretion consider appropriate for the purposes of the meeting.

Any general meeting at which 53.5 an electronic platform is being made available will be duly constituted and its proceedings valid if (in addition to the other provisions of these Articles relating to general meetings being satisfied) the chairperson is satisfied that the platform is available throughout the meeting to enable all person attending the meeting by whatever means to:

participate in the business for which the meeting has been called;

hear all the people who speak at the meeting and at any combined physical and electronic meeting; and

be heard by all other people attending and participating in that meeting.

Persons seeking to attend or participate in a combined physical and electronic meeting by means of an electronic platform shall be responsible for ensuring that they have access to the facilities (including systems, equipment and connectivity) which are necessary to enable them to do so. Unless the meeting is adjourned by the chairperson in accordance with the provisions of Article 67, any inability of any person to attend or participate in a combined physical and electronic meeting by means an electronic platform will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting.

Nothing in these Articles authorises or allows a general meeting to be held exclusively by means of an electronic platform or basis.

Any combined physical and electronic meeting shall be deemed to take place at the place at which the chairperson of the meeting is present.

If persons are entitled to attend and participate at a general meeting by means of an electronic platform, any document required to be on display or to be available for inspection (whether prior to or for the duration of the meeting, or both) will be made available in electronic form to those persons entitled to inspect it for the not less than the required period and this will be deemed satisfy any such requirement.

ATTENDANCE AT AND PARTICIPATION IN GENERAL MEETINGS

In determining whether persons are attending or participating in a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other or how they are able to communicate with each other.

Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them.

The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

The Directors may put in place such arrangements or restrictions as they think fit to ensure the safety and security of attendees at a general meeting and the orderly conduct of the meeting. The Directors may refuse entry to, or remove from, a general meeting any member, proxy or other person who fails to comply with such arrangements or restrictions. The chairperson of a general meeting may take such action as he thinks fit to maintain the proper and orderly conduct of the meeting.

A person is able to exercise the right to vote at a general meeting when:

that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and

that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

QUORUM

No business shall be transacted at any general meeting unless a quorum is present. Subject to the provisions of Article 65.2 and Article 66 two members present in person or by proxy (or, being a corporation, present by a representative duly appointed under Article 94) and entitled to vote upon the business to be transacted shall be a quorum.

Without prejudice to Article 65.1, if and for as long as the Company is subject to the rules and requirements of a securities exchange and such securities exchange requires the Company to have a threshold quorum for the general meeting, subject to any available exemptions, then at least the percentage of ordinary shares in issue required pursuant to such rules and requirements, which shall initially be 33 1/3% as of the adoption date of these Articles, must be present at such general meeting, represented in person and holding or by proxy (or, being a corporation, present by a representative duly appointed under Article 98).

ADJOURNMENT IF QUORUM NOT PRESENT

If within 15 minutes from the time appointed for the holding of a general meeting (or such longer time as the chairperson of the meeting may decide) a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall be adjourned to a day (at least 10 clear days after the meeting), time and place or places (including, for a combined physical and electronic meeting, by means of an electronic platform) decided by the chairperson. Notice of the adjourned meeting shall be given in accordance with Article 68.

If at an adjourned meeting a quorum as defined in Article 65 is not present within 15 minutes from the time appointed for holding the meeting, the member or members present in person or by proxy or (in the case of a corporation) by a representative and entitled to vote upon the business to be transacted shall be a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

GENERAL POWER OF ADJOURNMENT

The chairperson may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) to another time or place where it appears to him that:

the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting; or

the conduct of persons present prevents or is likely to prevent the orderly continuation of business; or

an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

Without prejudice to the provisions of Article 67.1 the chairperson of the meeting may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time (or indefinitely) and from place to place.

No business shall be transacted at any adjourned meeting (whether adjourned for lack of quorum or otherwise) except business that might properly have been transacted at the meeting from which the adjournment took place and the general nature of which was stated in the notice of meeting from which the adjournment took place. Where a meeting is adjourned indefinitely, the time and place for the adjourned meeting shall be fixed by the Directors.

NOTICE OF ADJOURNED MEETING

Notice of the adjourned meeting must be given in like manner as in the case of the original meeting .

If a meeting is adjourned pursuant to Article 66 the notice shall state that the quorum which applies to the adjourned meeting is the quorum specified by Article 66.

POSTPONEMENT

If the Board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place (or places) specified in the notice calling the general meeting and/or, in the case of a combined physical and electronic meeting, by means of the electronic platform stated in that notice, it may postpone or move the general meeting to another date, time and/or place (or places) and/or change the electronic platform (or do any of these things).

The Board shall take reasonable steps to ensure that notice of the date, time and place (or places) of the rearranged meeting and/or, in the case of a combined physical and electronic meeting, details of the revised electronic platform is given to any member trying to attend the meeting at the original time and place.

Notice of the date, time and place (or places) of the rearranged meeting and/or, in the case of a combined physical and electronic meeting, details of the revised electronic platform shall, if practicable, also be placed on the Company’s website and notified to a regulatory information service.

Notice of the business to be transacted at such rearranged meeting shall not be required.

If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these Articles not less than 48 hours before the time appointed for holding the rearranged meeting.

CHAIRPERSON OF MEETING

SECURITY PROCEDURES

In their absolute discretion and notwithstanding anything in the notice of general meeting the Directors may, in respect of members or their proxies or their corporate representatives who wish to attend any general meeting:

direct that the members or proxies or representatives submit to searches;

direct that the members or proxies comply with any security arrangements or restrictions imposed by the Directors;

arrange for members or proxies or representatives to attend and participate simultaneously in the meeting at places other than the one specified in the notice of meeting as the place where the meeting will take place (“Principal Place”);

fix the level of attendance at the Principal Place and any other places provided that if members or proxies or representatives are excluded from the Principal Place they are able to attend the meeting at one of the other places. (For the purpose of these Articles any such meeting will be treated as being held at the Principal Place); and

make arrangements for the issue of tickets or impose a random means of selection or by any other means they think appropriate, to facilitate the organisation and administration of a general meeting. The Directors may vary these arrangements or make new arrangements in their place.

The rights of members or proxies or representatives to attend a meeting at the Principal Place is subject to any arrangements in force, whether contained in the notice of that meeting and said to apply to that meeting, or notified to the members after the notice of meeting has been provided.

VOTING AND DEMANDS FOR A POLL

Subject to Article 72.5, At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson of the meeting or by those members entitled under the provisions of the Companies Act 2006 to demand a poll.

For the purposes of this Article 72, a demand by a proxy under Article 86 shall be deemed to be a demand by the person appointing the proxy.

A demand for a poll may be withdrawn with the consent of the chairperson of the meeting. Any demand so withdrawn shall not be taken to have invalidated any result of a show of hands made before the demand was made.

On a poll, votes may be given in person or by proxy (or, being a corporation, present by a duly appointed representative) and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

At a general meeting which is held as a combined physical and electronic meeting, a resolution put to the vote of the meeting shall be decided on a poll, which poll votes may be cast by means of the electronic platform and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates.

DECLARATION OF THE RESULT OF VOTING

CONDUCT OF A POLL

decide the manner in which it is taken (including the use of a ballot or voting papers or tickets, or, in the case of a general meeting which is held as a combined physical and electronic meeting, by means of an electronic platform);

appoint scrutineers (and if directed to do so by the meeting he must appoint scrutineers); and

fix the day, time and place of an adjourned meeting at which the result of the poll will be declared.

TIME FOR TAKING A POLL

RESULTS OF A POLL

Where a poll is taken at any general meeting of the Company, the Company must publish as soon as reasonably practicable and in any case at the latest by the end of 16 days beginning with the day of the meeting or if later the end of the first working day after the day on which the results of the poll are declared on a website which identifies the Company and is maintained by or on behalf of the Company:

the date of the meeting;

the text of the resolution or, as the case may be a description of the subject matter of the poll;

the number of votes validly cast;

the proportion of the Company’s issued share capital (determined at the time at which the right to vote is determined under section 360B(2)) of the Companies Act 2006 represented by those votes;

the number of votes cast in favour;

the number of votes cast against; and

the number of abstentions (if counted).

The Company must keep the information available for a period of two years beginning with the date on which it is first made available on the website.

Members entitled by section 342 of the Companies Act 2006 and those to whom rights are given by section 153 of the Companies Act 2006 may require the Directors to obtain an independent report on any poll taken, or to be taken, at a general meeting of the Company.

AMENDMENTS TO RESOLUTIONS

VOTING RIGHTS OF MEMBERS

Subject to the provisions of the Companies Act 2006 and any restrictions imposed by these Articles and any rights or restrictions attached to any class of shares in the capital of the Company, on a resolution, on a show of hands;

every member present in person shall have one vote;

every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote unless the proxy has been appointed by more than one member entitled to vote on the resolution in which case:

where the proxy has been instructed by one or more of such members to vote for the resolution and by one or more of such members to vote against the resolution the proxy has one vote for and one vote against the resolution;

where the proxy has been instructed by one or more of such members as to how he should vote on the resolution and all those instructions are to vote the same way , and one or more other members have given the proxy discretion as to how to vote , he may cast one vote “for” or one vote “against” in accordance with those instructions and may cast a second discretionary vote the other way;

each person authorised by a corporation to exercise voting powers on behalf of the corporation is entitled to exercise the same voting powers as the corporation would be entitled to. Where a corporation authorises more than one person, this is subject to Articles 78.1.3.1 and 78.1.3.2:

if more than one person authorised by the same corporation purport to exercise the power to vote on a show of hands in respect of the same shares in the Company and exercise the power in the same way as each other, the power is treated as exercised in that way;

if more than one person authorised by the same corporation purport to exercise the power to vote on a show of hands in respect of the same shares in the Company and do not exercise the power in the same way as each other, the power is treated as not exercised.

Subject to the provisions of the Companies Act 2006 and any restrictions imposed by these Articles and any rights or restrictions attached to any class of shares in the capital of the Company, on a vote on a resolution on a poll every member present in person or by proxy or (being a corporation) present by a duly appointed representative shall have one vote for every ordinary share in the capital of the Company held by him or his appointor and if entitled to more than one vote need not, if he votes, use all his votes or cast all his votes he uses in the same way.

VOTING RIGHTS OF PERSONS UNDER DISABILITY

VOTING RIGHTS OF JOINT HOLDERS

OBJECTIONS TO AND ERRORS IN VOTING

Any objections raised as to the qualification of any voter, or any error whereby votes have been counted which ought not to have been counted or which might have been rejected, or whereby any votes have not been counted which ought to have been counted, shall not vitiate the decision of a meeting or adjourned meeting on any resolution or any poll unless:

the objection or error is raised or pointed out at the meeting or adjourned meeting in question; and

the chairperson decides that the same may have affected the decision of the meeting or the poll.

Any such objection or error shall be referred to the chairperson of the meeting, unless the objection or error is in connection with a resolution for the election, re-election or removal of the chairperson of the meeting whether as chairperson or as a director of the Company. The decision of the chairperson will be final and conclusive.

PROXY VOTES

APPOINTMENT OF PROXIES

The appointment of a proxy (“proxy appointment”) must be in writing and can be in any form that the Directors accept. A proxy need not be a member of the Company.

Subject to Article 84, in the case of an individual appointing a proxy, the proxy appointment must be given by the appointor or his attorney who is authorised in writing to do so. In the case of a corporation the proxy appointment must be given under its common seal or otherwise executed by it in accordance with the Statutes or signed on its behalf by an attorney or a duly authorised officer of the corporation. The Directors may, but are not bound to, require reasonable evidence of the authority of any such attorney or officer. Signatures need not be witnessed.

If the Directors in their discretion decide, and provided the Company complies with all applicable regulatory requirements a proxy appointment may be sent in electronic form.

If more than one proxy is appointed in accordance with this Article 83 in respect of a different share or shares held by a member but the proxy appointment does not specify to which share or shares the appointment or appointments relate or the total number of shares in respect of which appointments are made exceeds the total holding of the member the Directors in their absolute discretion shall decide which of the proxies so appointed shall be entitled to attend and vote and be counted in the quorum at any general meeting of the Company.

DEPOSIT OF PROXY

A proxy appointment that is not being sent in electronic form must be deposited at the place specified either in, or by way of note to, the notice convening the meeting or in the proxy appointment, or if no place is specified, at the Transfer Office not less than 48 hours before the time of the meeting or adjourned meeting at which the person named in the proxy form proposes to vote or, in the case of a poll taken more than 48 hours after it is demanded, not less than 24 hours before the poll is taken at which the proxy appointment is to be used.

A proxy appointment which is being sent in electronic form must be received at an address specified by the Company for the purpose of receiving communications in electronic form:

in (or by way of a note to) the notice convening the meeting; or

in any form of proxy appointment sent out by the Company; or

in any invitation contained in an electronic form to appoint a proxy issued by the Company;

In the case of a poll, where the poll is not taken during or immediately following the meeting at which it was demanded, but is taken less than 48 hours after it is demanded, the proxy appointment must (unless already deposited or received in accordance with Article 84.1 or 84.2) be delivered at the meeting at which the poll was demanded either to the chairperson of such meeting or to the Secretary or to any one of the directors.

In calculating the time periods in Articles 84.1, 84.2 and 84.3 no account shall be taken of any part of a day that is not a working day.

If a proxy appointment is not deposited, delivered or received in accordance with this Article 84 it will be invalid and if two or more apparently valid forms of proxy are deposited in respect of the same share the one which was deposited last in accordance with this Article 84 (regardless of its date or the date it was executed) will be the only one which is acceptable to the Directors in accordance with Article 83.

Unless a proxy appointment says otherwise, if a proxy appointment relates to more than one meeting or adjournment and is deposited, delivered or received in accordance with this Article 84, it does not need to be deposited, delivered to or received at any subsequent meeting and is valid both for any adjourned meeting and any poll demanded at that adjourned meeting.

The deposit, delivery or receipt of a proxy appointment shall not prevent a member who is entitled to attend and vote from attending and voting in person or on a poll at the meeting or any adjourned meeting.

The provisions of this Article 84 apply to the deposit, delivery or receipt of any power of attorney or authority under which the proxy appointment is given, or to a duly certified copy of the power of attorney or authority, or, in the case of a power of attorney or authority executed outside the United Kingdom to a notarially authenticated copy, as they do to the proxy appointment.

TIME LIMIT ON VALIDITY OF PROXY

AUTHORITY CONFERRED BY PROXY

POWER TO APPOINT ATTORNEY

VALIDITY OF VOTES CAST BY PROXY OR POWER OF ATTORNEY

A vote given in accordance with the terms of a proxy appointment or power of attorney will be valid notwithstanding:

the prior death or insanity of the person who appointed the proxy or attorney;

the proxy appointment or power of attorney having been revoked;

the authority of the person appointed as proxy or attorney having been revoked; or

a transfer of the share in respect of which the vote is given.

The Company shall be under no obligation to check whether a person appointed as a proxy for one or more members has voted in accordance with the instructions of such member or members and the vote or votes of such proxy shall not be invalidated should any such instructions not have been followed.

In calculating the time periods for the purposes of this Article 88, no account shall be taken of any part of a day that is not a working day.

CIRCUMSTANCES IN WHICH SHARES DISENFRANCHISED

Subject to the provisions of the Companies Act 2006, no holder of a share in the Company shall, unless the Directors otherwise determine (any such determination being for such period and subject to such terms and conditions (if any) as the Directors may, in their absolute discretion, decide), be entitled (save as proxy for another member) to be present or vote at a general meeting either personally or by proxy or to exercise any other right in relation to meetings of the Company in respect of either the share he holds or (with effect from allotment) of any additional shares allotted in respect of the share which is the subject of a notice pursuant to this Article 89 (including without limitation any share allotted under a rights issue or capitalisation issue) (together “shares”) if:

any call or other sum presently payable by him to the Company in respect of the shares remains unpaid; or

he or any other person who appears to be interested in the shares has been served, under section 793 of this Companies Act 2006 or any other provision of the Statutes concerning the disclosure of interests in voting shares, with a notice which:

lawfully requires the provision of information regarding the shares to the Company within the period specified in such notice (being not less than 14 days from the date of service of such notice); and

contains a warning of the consequences under this Article 89 and under the provisions of Articles 46.1.2 and of failing to comply with such notice; and (whether or not he is aware of the identity of the beneficial owner(s) of the share) he or such other person is in default in complying with such notice; or

he has been duly served with a notice which:

requires him to provide or to procure that there is provided to the Company within the period specified in the notice (being not less than 14 days from the service of notice), a statement in writing authenticated by him or any other person or persons stating that he (if the statement is authenticated by him) or (as the case may be) the other person or persons who has/have authenticated the statement is/are the beneficial owner(s) of the shares and providing any additional information regarding the shares required by Article 92; and

contains a warning of the consequences under this Article 89 of failing to comply with such notice and

For the purposes of this Article 89 a person shall be treated as appearing to be interested in a share:

where the member holding the share has informed the Company that he is, or may be, so interested; or

where the person has given the Company a notification pursuant to Article 89.1.2 which fails to establish the identity of the person or persons interested in such share and (after taking into account the notification and any other relevant information given to them) the Directors know or have reasonable cause to believe that the person in question is or may be interested in such share. References to “persons interested in shares” and to “interests in shares” respectively shall be construed as they are for the purposes of section 793 of the Companies Act 2006.

For the purposes of this Article 89, a person shall be deemed to be in default in complying with a notice referred to in this Article if he fails or refuses to give all the information required by the notice to the satisfaction of the Directors or if he gives information which he knows to be false or if he recklessly gives information which is false.

For the purposes of this Article 89, shares in which a person appears to be interested are held by a Depositary, the provisions of this Article 89 shall be treated as applying only to those shares held by the Depositary in which such person appears to be interested and not (insofar as such person’s apparent interest is concerned) to any other shares held by the Depositary.

DISENFRANCHISEMENT MAY APPLY TO ONLY PART OF A MEMBER’S HOLDING

SIGNATURE OF STATEMENTS ON BEHALF OF BODY CORPORATE

RIGHT TO REQUIRE ADDITIONAL INFORMATION

whether any other body corporate is a holding company (within the meaning of section 1159 of the Companies Act 2006) or a parent company (within the meaning of section 1162 and 1173 of the Companies Act 2006) of the corporate owner and, if so, the name and address of each such holding or parent company; and

whether any body corporate or other person (other than any such holding or parent company) is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the corporate owner and, if so, the name and address of each such person.

WHEN DISENFRANCHISEMENT CEASES TO APPLY

Where the disenfranchisement provisions of Article 89 apply to a particular share, they shall cease to apply to that share:

when the call or such other sum referred to in Article 89.1.1 has been paid in respect of that share and received by the Company; or

when the information and/or statement requested in respect of that share by the notice(s) referred to in Articles 89.1.2 and/or 89.1.3 have been provided to the Company to the satisfaction of the Directors; or

from the date as on and from which the Directors determine (pursuant to Article 89) that such provisions shall cease to apply to that share; or

when a period of 7 days has expired which commences on the date the Company receives a notice that the share has been sold either through a recognised investment exchange or overseas exchange, or as a result of an acceptance of a takeover offer.

The disenfranchisement provisions will cease to apply when whichever of the matters referred to in Articles 93.1.2 to 93.1.4 occurs first.

REGISTRATION OF INFORMATION RECEIVED

CANCELLATION OF NOTICES

NOMINATION NOTICES

Subject to the provisions of the Companies Act 2006 a member may send to the Company notice in writing (a “nomination notice”) that another person or persons is entitled to enjoy or exercise the following rights in respect of the shares held by such member which are the subject of the notice:

the right to require the Directors to call a general meeting of the Company;

the right to receive a copy of all communications that the Company sends to its members generally or to any class of its members (which includes the member making the nomination) including a copy of notice of any general meeting of the Company and the Company’s annual accounts and reports for each financial year;

the right to require circulation of a statement and resolution or any matter to be included in the business of a meeting in accordance with Article 61;

the right to appoint a proxy to attend and speak and vote at any general meeting of the Company; and

the right to ask any questions at any general meeting of the Company.

The rights specified above are to be exercised or enjoyed only by the person nominated and not by the member unless and until the nomination ceases to have effect in accordance with these Articles.

A nomination will cease to have effect on the death or bankruptcy of the member or when he is disenfranchised in accordance with Article 89 or when the member ceases to hold the shares to which the nomination relate (by transfer, transmission or otherwise) and if relevant in the circumstances referred to in the nomination notice.

The Company may prescribe the form and content of nomination notices. Unless the Company prescribes otherwise, a nomination notice must:

state whether it relates to all the shares which the member concerned holds, or only some of them (and, if so, to which shares it relates);

state the name and address of the person nominated;

specify whether the Company is to send communications in hard copy to the person nominated and include any further information which the Company will need in order to send such communications;

specify whether the person nominated is to be entitled to enjoy or exercise all of the rights set out in Article 96.1 in relation to the Company, and, if not, which rights the person nominated is to be entitled to enjoy or exercise;

specify the date from which the nomination notice is to take effect;

specify when, other than in the circumstances set out in Article 96.3, the nomination notice is to cease to have effect; and

be executed by or on behalf of the member and the person or persons nominated.

EFFECT OF NOMINATION NOTICES

Subject to these Articles of Association if the Company receives a nomination notice, the Company must give effect to that notice in accordance with its terms.

A nomination notice ceases to have effect in accordance with these Articles and, if relevant, its terms.

The Company must not give effect to a nomination notice to the extent that it is expressed to take effect before the date on which it is received by the Company.

If the Company receives a document which purports to be a nomination notice but which does not contain the information required by Article 96.4 or which is not given in the form prescribed by the Company, the Company:

may not give effect to it; and

may notify the registered member that it is defective (and in what respect it is defective) and that the Company cannot give effect to it in its present form.

REPRESENTATION OF CORPORATE MEMBERS

Any corporation that is a member of the Company may, by resolution of its directors or other governing body, authorise any person or persons to act as its representative(s) at any meeting of the Company or of any class of members. The representative(s) will be entitled to exercise the same powers on behalf of the corporation as if each such representative had been an individual shareholder. The Directors may, but shall not be bound to, require evidence of the authority of any person purporting to act as the representative of any such corporation.

The Company shall be under no obligation to check whether any person or persons authorised to act as the representative(s) of a corporation that is a member of the Company has voted in accordance with the instructions of such member and the vote or votes of such representative (s) shall not be invalidated should any such instructions not have been followed.

NUMBER OF DIRECTORS

SHARE QUALIFICATION AND RIGHTS CONCERNING GENERAL MEETING

FEES OF NON-EXECUTIVE DIRECTORS

REIMBURSEMENT OF EXPENSES

PAYMENT OF ADDITIONAL REMUNERATION IN SPECIAL CIRCUMSTANCES

A DIRECTOR’S INTERESTS IN CONTRACTS WITH THE COMPANY

A director may hold any other office or employment with the Company (other than the office of auditor) in conjunction with his office of director for such period and on such terms as the Directors may determine.

Subject to the provisions of the Statutes, a director or intending director may enter into any contract, arrangement, transaction or proposal with the Company relating to the tenure of any other office or employment referred to in Article 104.1.

Any contract, arrangement, transaction or proposal entered into pursuant to Article 104.2 or authorised by the Directors under Article 106 cannot be avoided and a director is not liable to account to the Company for any benefit realised from any such contract, arrangement, transaction or proposal by reason of either holding office as a director or because of the fiduciary relationship established by that office if the director has declared his interest in accordance with the Companies Act 2006.

RESTRICTIONS ON A DIRECTOR’S POWER TO VOTE WHERE HE HAS AN INTEREST

Save as provided in this Article 105, or by the terms of any authorisation given by the Directors under Article 106 a director shall not vote as a director in respect of any contract, transaction or arrangement or proposed contract, transaction or arrangement or any other proposal in which he has any interest which conflicts or may conflict with the interests of the Company as defined in Article 106 (other than an interest in shares or debentures or other securities of or otherwise in or through the Company). If he does vote his vote shall not be counted. A director shall not be counted in the quorum present at the meeting in relation to any resolution of the Directors or of a committee of the Directors on which he is debarred from voting.

For the purposes of Article 106.1 interests of a person connected with the director are aggregated with the director’s interest but interests in shares or debentures or other securities of or connected with the Company are to be disregarded.

Provided that a director has no other interest save for that referred to in this Article 105 he shall be entitled to vote as a director and be counted in the quorum in respect of any resolution of the Directors or of a committee of the Directors relating to any of the following matters:

the giving of any security, guarantee or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; or

the giving of any security, guarantee or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; or

the granting of any indemnity or provision of funding pursuant to Article 194 unless the terms of such arrangement confer upon such director a benefit not generally available to any other director; or